Data room for
A corporate-finance boutique runs the sale, three to six bidders sign NDAs, and the owner's team has never built a data room. This page is the room for that deal: what UK data-protection guidance expects before employee data reaches a bidder, a folder index you can download, who should see what at each stage, and where a bigger platform is the better choice.
Updated 5 Oct 2026 · oldest fact checked 5 Oct 2026
The deal
Most UK sales of an owner-managed company run the same way. An adviser prepares an information memorandum, a handful of trade and private-equity buyers sign NDAs, first-round offers narrow the field, and one buyer gets exclusivity and runs confirmatory diligence before signing. The data room opens at the second round and carries the deal to completion.
Two things make this deal type harder than it looks. The buyers often compete with each other, so nothing about one bidder may leak to another. And the most sensitive documents are about people: contracts, salaries, absence and disputes. UK GDPR applies to that data whether the sale is of shares or of assets, and the ICO has written down what it expects.
What the rulebook says
The ICO's data sharing code and its employment guidance are the closest thing a UK sale has to a rulebook for the data room. The points below are the ICO's, quoted from its own pages and dated. They are not legal advice; your counsel decides how they apply to your deal.
| Folder | Documents |
|---|---|
| 01 Corporate | Articles of association; Register of members and PSC register; Shareholder agreements; Board minutes, last three years; Companies House filings |
| 02 Financial | Statutory accounts, last three years; Management accounts, year to date; Financial model (workbook); Debt and security documents; Aged debtors and creditors |
| 03 Commercial | Top customer contracts (redacted until exclusivity); Key supplier contracts; Pipeline and order book; Pricing schedules |
| 04 People (anonymised) | Anonymised staff list: role, salary band, start date, notice; Template contracts and handbook; Pension scheme summary; Anonymised disputes summary |
| 05 People (named, exclusivity only) | Named staff list and contracts; Employee liability information where TUPE applies; Disputes and claims, named |
| 06 Property | Leases and licences; Title documents |
| 07 IT and IP | IP register; Software licences; Information security policy |
| 08 Legal and compliance | Litigation summary; Insurance schedule; Records of processing and data protection policies; Regulatory correspondence |
| 09 Tax | Corporation tax returns, last three years; VAT returns; HMRC correspondence |
Who sees what
| Group | Sees |
|---|---|
| Each bidder, second round | Folders 01 to 04 and 06 to 09, at view level, watermarked. No named staff data, no unredacted customer contracts. |
| Shortlisted bidders | The same, plus the financial model with formulas switched on if you choose. |
| Exclusive buyer | Everything, including folder 05, once the assurances the ICO describes are in writing. |
| Seller's advisers | Everything, plus the Q&A queue and the audit log. |
Where Sifrsys fits
Sifrsys fits this deal where the work is groups and questions. Each bidder is a group; moving a bidder to the next round is one change to the group, not forty re-shares. Each group accepts the room's NDA once before anything opens. The AI answers each bidder only from the folders that bidder's group can open, so the question a strategic buyer asks about churn cannot be answered from the named staff folder they do not have.
The financial model stays a workbook, watermarked on every rendered page, with formulas on or off per group. Every open, download, print and AI question is written to a hash-chained audit log, on every plan. For a boutique running two or three of these at once, the Data Rooms plan gives unlimited rooms.
Choosing well
Sources
Quoted from the regulator's own guidance on the date shown. Guidance changes. Check the date, and ask your counsel how it applies to your deal.
Questions
Set up the room
Create a free room, import this index, and set up one group per bidder. Upgrade when the deal goes live.
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